Change in Directors
Guidance on appointment, resignation, removal and related filings for directors in a company — including documentation, board procedures and statutory forms under the Companies Act.
Overview
Overview on Director Appointment in a Private Limited Company
Independent Director
Non-executive director who brings independent judgment and expertise; tenure may be limited as per law.
Small Shareholders Director
Director elected by small shareholders when criteria are met.
Women Director
A listed company or prescribed companies must appoint a woman director as per statutory thresholds.
Nominee Director
Appointed on behalf of financiers, shareholders or government to represent their interests.
Alternate Director
Appointed temporarily to attend the board in absence of a director.
Executive Director
Full-time director managing day-to-day operations and business functions.
Non-Executive Director
Not involved in daily management but participates in policy and oversight.
Additional Director
Appointed by the board until the next general meeting to regularize by shareholders.
About
Directors are responsible for management and governance of the company. Appointment and removal must follow Articles of Association and Companies Act provisions — including board resolutions, notices, forms and shareholder approvals where applicable.
Quick checklist
- Director’s consent in prescribed format
- Identity & address proofs, DIN/DPIN or new DIN application
- Board resolution & DIR-12 / DIR-11 filings
Procedure
Steps for appointment, resignation and removal of directors
Addition / Appointment of Director
Board approves appointment, obtain consent and DIR-2/DIR-3 (if DIN not allotted), file DIR-12 with ROC within prescribed time along with required documents.
Resignation of Director
Director submits resignation letter; board acknowledges and passes resolution. File DIR-12/ DIR-11 & necessary intimation to ROC with supporting documents.
Removal of Director
Follow section 169/169A and other provisions: pass ordinary/special resolution in general meeting as required, provide opportunity of hearing and file necessary forms with ROC (e.g., DIR-12).
DIN / DSC Requirements
Ensure proposed director has valid DIN and DSC; apply for DIN or DIN allotment if not available. Digital signatures required for e-filings.
Documentation
Collect identity proof, address proof, PAN, consent, declaration, proof of office address (if required) and board resolution / shareholders resolution.
ROC Filings & Timelines
File DIR-12, DIR-11, forms for allotment/cancellation and other statutory e-forms within the statutory time limits to avoid penalties.
FAQs - Removal / Resignation / Appointment
Please reach us at contact@harshdeepnarula.in if you cannot find an answer
Generally, a director must be a natural person, not disqualified under Companies Act, hold a valid DIN and give consent to act as a director. Specific company articles may set additional criteria.
Private limited companies normally require at least two directors. Public companies require at least three. Check the Companies Act and your MOA/AOA for exceptions.
Resignation and changes are typically filed via DIR-11 (director’s consent/intimation) and DIR-12 (board resolution & particulars). Removal may involve additional forms and shareholder resolutions.
It should be filed within 30 days of the board meeting in which appointment has been approved (subject to statutory timelines).
Delays may attract penalties and non-compliance notices from ROC. It can also affect statutory records and create exposure for the company and directors.
Need assistance with director changes?
We handle board resolutions, statutory forms, DIN/DSC issues and ROC filings — end-to-end support for smooth transitions.